This Post-Qualification Offering Circular
Amendment No. 37 (this “Offering Circular Amendment No. 37”) amends the offering circular of Groundfloor Finance Inc,
dated December 8, 2015, as qualified on December 15, 2015, and as may be amended and supplemented from time to time (the “Offering
Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below,
capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference
of Offering Circular” below.

This Offering Circular Amendment No. 37
relates to the offer and sale (the “Offering”) of up to an additional $1,324,770 in aggregate amount of Limited Recourse
Obligations (the “LROs”) consisting of 11 separate series of LROs to be issued by Groundfloor Finance Inc. (the “Company,”
“we,” “us,” or “our”). We own and operate a web-based investment platform (the “Platform”)
on which we conduct our business. Our principal offices are located at 75 Fifth Street, NW, Suite 2170, Atlanta, GA 30308. The
phone number for these offices is (404) 850-9225. Our mailing address is PO Box 79346, Atlanta, GA 30357. Our Platform is
accessible at www.groundfloor.us.

We will issue the LROs in distinct series,
each corresponding to a real estate development project (each, a “Project”) to be financed by a commercial loan from
us (each, a “Loan”). The borrower for each Project is a legal entity (the “Developer”) that owns the underlying
property and has been organized by one or more individuals (each, a “Principal”) that own and operate the Developer.

The LROs will be unsecured special, limited
obligations of the Company. The LROs are not listed on any national securities exchange or on the over-the-counter inter-dealer
quotation system. There is no market for the LROs. Our obligation to make payments on a LRO is limited to an amount equal to each
holder’s pro rata share of amounts we actually receive as payments on the corresponding Loan, net of certain fees and expenses
retained by us. See the sections titled “General Terms of the LROs,” beginning on page 4 and page 91 of the Offering
Circular, “The LROS Covered by this Offering Circular,” and “Project Summaries” below for the specific
terms of the 11 series of LROs covered by this Offering Circular Amendment No. 37.

We do not guarantee payment of the LROs
in the amount or on the time frame expected. The LROs are not obligations of the Developers or their Principals, and we do not
guarantee payment on the corresponding Loans. We have the authority to modify the terms of the corresponding Loans which could,
in certain circumstances, reduce (or eliminate) the expected return on your investment. See “General Terms of the LROs—Administration,
Service, Collection and Enforcement of Loan Documents”.

The LROs are speculative securities.
Investment in the LROs involves significant risk, and you may be required to hold your investment for an indefinite period of time.
You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors”
section on page 16 of the Offering Circular.

We will commence offering each series of
LROs promptly after the date this Offering Circular Amendment No. 37 is qualified by posting a separate landing page on our Platform
corresponding to each particular Loan and Project (each, a “Project Summary”). The offering of each series of LROs
covered by this Offering Circular Amendment No. 37 will remain open until the earlier of (1) 30 days, unless extended, or (2) the
date the offering of a particular series of LROs is fully subscribed with irrevocable funding commitments (the “Offering
Period”); however, we may extend the Offering Period for a particular series of LROs in our sole discretion (with notice
to potential investors), up to a maximum of 45 days. We will notify investors who have previously committed funds to purchase such
series of LROs of any such extension by email and will post a notice of the extension on the corresponding Project Summary on our
Platform.

This Offering is being conducted on a “best-efforts”
basis, which means our officers will use their commercially reasonable best efforts in an attempt to sell the LROs. Such officers
will not receive any commission or any other remuneration for these sales. In offering the LROs on our behalf, the officers will
rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

The LROs offered hereby may only be purchased
by investors residing in California, Georgia, Illinois, Maryland, Massachusetts, Texas, Virginia, Washington, and the District
of Columbia. This Offering Circular Amendment No. 37 shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be, unlawful, prior
to registration or qualification under the laws of any such state. In addition, the LROs are offered only to investors who meet
certain financial suitability requirements. See “Investor Suitability Requirements.”

NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, DISAPPROVED,
ENDORSED, OR RECOMMENDED THIS OFFERING. YOU SHOULD MAKE AN INDEPENDENT DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT OBJECTIVES
AND FINANCIAL RISK TOLERANCE LEVEL. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER
IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES
NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON
THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO
AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE
SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Offering price to the public

Underwriting discounts and commissions

Proceeds to issuer(1)(2)

Proceeds to other persons

Per Unit

$

10.00

N/A

$

10.00

N/A

Total Minimum

$

35,000

N/A

$

35,000

N/A

Total Maximum

$

1,324,770

N/A

$

1,324,770

N/A

(1) We estimate all expenses for this Offering to
be approximately $4,500, which will not be financed with the proceeds of the Offering.

(2) Assumes no promotions or discounts applied to
any offerings covered by this Offering Circular Amendment No. 37.

Incorporation by Reference of Offering Circular

The Offering Circular, including this Offering
Circular Amendment No. 37, is part of an offering statement (File No. 024-10496) that we filed with the Securities and Exchange
Commission (the “Commission”). We hereby incorporate by reference into this Offering Circular Amendment No. 37 all
of the information (i) contained in Part II of the Offering
Circular, to the extent not otherwise modified or replaced by offering
circular supplement and/or post-qualification amendment, including the form of LRO Agreement beginning on page LRO-1 thereof; (ii) contained
in Post-Qualification Amendment No. 11 to the Offering Circular, including the Financial Statements beginning on page F-1 thereof;
(iii) contained in Post-Qualification Amendment No. 31 to the Offering Circular, including the Financial Statements beginning on
page F-25 thereof; (iv) contained in Offering Circular Supplement No. 10 to the Offering Circular, until such time as Post-Qualification
Amendment No. 34, or another post-qualification amendment containing substantially similar information, is qualified by order of
the Commission; (v) contained in Post-Qualification Amendment No. 34 to the Offering Circular (upon order of qualification
by the Commission), (vi) contained in Offering Circular Supplement No. 11 to the Offering Circular, and (vii) contained
in Post-Qualification Amendment No. 36 to the Offering Circular. Note that any statement that we make in this Offering Circular
Amendment No. 37 (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us
in a subsequent offering circular supplement or post-qualification amendment.

The LROS Covered by this Offering Circular

The following tabular information is added
under “The LROs Covered by this Offering Circular” on page 10 and page 100 of the Offering Circular:

Series of LRO/Project Name: 210 Creekwood Lane, Riverdale, GA 30274

Developer (borrowing entity): America Rise Realty, LLC

Aggregate Purchase Amount of the LRO: $35,000

Expected Return Rate of the LRO: 16.0% per annum

Final Payment Date:12 months following issuance

Extended Payment Date: maximum of two years following Final Payment Date

General Information on Project:

Details of Loan:

· Purpose
for Loan: Renovation

· Address/Location
of Project:

210 Creekwood Lane, Riverdale, GA
30274

· Loan
Principal: $35,000

· Interest
Rate: 16.0% and Grade: D

· Term
and Repayment Terms:

12 months – Balloon payment

· Loan
Position: First Lien

Financing Conditions: Receipt of clean title search. Title insurance obtained in connection with closing the Loan.

Extended Payment Date: maximum of two years following Final Payment Date

General Information on Project:

Details of Loan:

· Purpose
for Loan: Acquisition & Renovation

· Address/Location
of Project:

1145 Lucile Avenue Southwest, Atlanta,
GA 30310

· Loan
Principal: $260,000

· Interest
Rate: 7.4% and Grade: A

· Term
and Repayment Terms:

12 months – Balloon payment

· Loan
Position: First Lien

Financing Conditions: Receipt of clean title search. Title insurance obtained in connection with closing the Loan.

Series of LRO/Project Name: 435 East 50th Street, Chicago, IL 60615

Developer (borrowing entity): Renovation & Design Inc.

Aggregate Purchase Amount of the LRO: $276,250

Expected Return Rate of the LRO: 13.4% per annum

Final
Payment Date:12 months following issuance

Extended Payment Date: maximum of two years following Final Payment Date

General Information on Project:

Details of Loan:

· Purpose
for Loan: Acquisition & Renovation

· Address/Location
of Project:

435 East 50th Street, Chicago, IL
60615

· Loan
Principal: $276,250

· Interest
Rate: 13.4% and Grade: C

· Term
and Repayment Terms:

12 months – Balloon payment

· Loan
Position: First Lien

Financing Conditions: Receipt of clean title search. Title insurance obtained in connection with closing the Loan.

For purposes of the Offering, all references to the aggregate
amount of LROs to be offered and sold in the Offering shall be deemed to refer to $1,324,770 and the number of series of LROs covered
by the Offering shall be deemed to refer to the 11 separate series of LROs covered by this Offering Circular Amendment No. 37,
corresponding to the same number of Projects for which we intend to extend Loans.

4

Plan of Distribution

The following disclosure is added on page 102 of the Offering
Circular under the table included under “Plan of Distribution”:

The table below lists the additional 11 Projects covered
by this Offering Circular Amendment No. 37 for which we are offering separate series of LROs. Each series of LRO is denominated
by the corresponding Project’s name.

Series of LRO/Project

Aggregate Purchase Amount/Loan Principal

210 Creekwood Lane, Riverdale, GA 30274

$

35,000

675 South Grand Avenue Northwest, Atlanta, GA 30318

40,000

116 Warwick Street, Park Forest, IL 60466

60,320

3443 Sable Chase Lane, Atlanta, GA 30349

73,800

5564 Edith St SW, Austell, GA 30106

92,000

4315 Treeline Way, Douglasville, GA 30135

97,000

127 East Woodland Drive, Sanford, FL 32773

97,200

2149 Newnan Street, East Point, GA 30344

113,200

6359 Walnut Drive, Pinson, AL 35126

180,000

1145 Lucile Avenue Southwest, Atlanta, GA 30310

260,000

435 East 50th Street, Chicago, IL 60615

276,250

Total

$

1,324,770

Project Summaries

Each Project Summary attached below is included in the Offering
Circular following page PS-196.

PROJECT SUMMARY | 5564 EDITH ST SW, AUSTELL, GA 30106 BORROWER
HFM CONSULTANTS, LLC Khari Underwood - principal Rate Projected Term Loan to ARV Loan Amount Investors 13.4% 12 months 70.8% $92,000
0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $92,000 Balloon payment - principal
and interest returned on repayment / due at maturity. IINVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After
Repair Value (ARV) $130,000 Total Project Costs $109,850 $20,150 GROUNDFLOOR $92,000 $17,850 0% Skin-in-the- Game First Lien Loan
Cushion Purchase Price $68,000 Purchase Date 11/15/2016 Loan To ARV 70.8% Loan To Total Project Cost 83.8% GRADE FACTORS The following
factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation
Report 3 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV)
$130,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION
Report a map error Map Satellite Terms of Use Address: 5564 EDITH ST SW, AUSTELL, GA 30106 The Borrower intends to use the loan
proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor
loan. IINVEST NOW Click here to view the LRO PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS We advanced the Borrower
the money it needed to purchase this property on November 15, 2016 through a wholly owned subsidiary. The Borrower is now in possession
of the property. If this offering is fully subscribed, the property will be assigned to us from the subsidiary, and we will continue
to administer and service the loan per the terms of our Offering Circular. Some of the proceeds from the sale of LROs will be used
to repay the subsidiary for the portion of the loan it has already advanced. The renovation of the property may be extensive, and
therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained
on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering
Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid
title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal
amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may
capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500.
Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See
GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project
are offered pursuant to Post-Qualification Amendment No. 37 to the Offering Circular dated December 8, 2015 (each, as amended and
supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents
on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER
AND IS NOT VERIFIED. BORROWER'S REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY HFM CONSULTANTS,
LLC FINANCIAL DATA Reporting date: 09/30/16 PROJECTS / REVENUE Reporting period: 2015 DATE OF FORMATION ⋆ 08/29/2016 Value
of Properties $0 Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL
Khari Underwood GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2015 FOCUS Buy & Hold
Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 5 Average Project Revenue $150K On Time Repayment N/A Average Project
Time 4 months Average Total Project Costs $105K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR
ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE
BASIS FOR A FUNDING DECISION. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE OFFERING CIRCULAR IN ORDER
TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE OFFERING
CIRCULAR MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. YOU MAY ACCESS THE OFFERING CIRCULAR BY CLICKING HERE.
C

Pursuant to the requirements of Regulation A, the issuer certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this
offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia,
on December 5, 2016.